Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2023 |
Document Fiscal Period Focus | Q1 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Entity Registrant Name | BigCommerce Holdings, Inc. |
Entity Central Index Key | 0001626450 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Shell Company | false |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity File Number | 001-39423 |
Entity Tax Identification Number | 46-2707656 |
Entity Address Address Line1 | 11305 Four Points DriveBuilding II, Suite 100 |
Entity Address City Or Town | Austin |
Entity Address State Or Province | TX |
Entity Interactive Data Current | Yes |
Entity Address Postal Zip Code | 78726 |
City Area Code | 512 |
Local Phone Number | 865-4500 |
Entity Incorporation State Country Code | DE |
Entity Common Stock, Shares Outstanding | 74,549,845 |
Security12b Title | Series 1 common stock, $0.0001 par value per share |
Trading Symbol | BIGC |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 61,070 | $ 91,573 |
Restricted cash | 1,117 | 1,457 |
Marketable securities | 221,272 | 211,941 |
Accounts receivable, net | 59,009 | 51,899 |
Prepaid expenses and other assets | 14,048 | 11,206 |
Deferred commissions | 6,431 | 6,171 |
Total current assets | 362,947 | 374,247 |
Property and equipment, net | 10,251 | 9,083 |
Right-of-use-assets | 5,395 | 5,887 |
Prepaid expenses, net of current portion | 886 | 470 |
Deferred commissions, net of current portion | 6,728 | 7,037 |
Intangible assets, net | 25,550 | 27,583 |
Goodwill | 49,749 | 49,749 |
Total assets | 461,506 | 474,056 |
Current liabilities | ||
Accounts payable | 7,508 | 7,013 |
Accrued liabilities | 4,239 | 2,937 |
Deferred revenue | 20,786 | 17,783 |
Current portion of operating lease liabilities | 2,509 | 2,609 |
Other current liabilities | 42,316 | 48,444 |
Total current liabilities | 77,358 | 78,786 |
Deferred revenue, net of current portion | 1,879 | 1,759 |
Long-term debt | 337,989 | 337,497 |
Operating lease liabilities, net of current portion | 9,362 | 10,008 |
Other long-term liabilities, net of current portion | 478 | 334 |
Total liabilities | 427,066 | 428,384 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized at March 31, 2023 and December 31, 2022; 0 shares issued and outstanding, at March 31, 2023 and December 31, 2022. | ||
Common stock, $0.0001 par value; 500,000 shares Series 1 authorized at March 31, 2023 and December 31, 2022; 74,587 and 73,945 shares Series 1 issued and outstanding at March 31, 2023 and December 31, 2022, respectively. | 7 | 7 |
Additional paid-in capital | 587,022 | 576,851 |
Accumulated other comprehensive loss | (482) | (1,199) |
Accumulated deficit | (552,107) | (529,987) |
Total stockholders’ equity | 34,440 | 45,672 |
Total liabilities and stockholders’ equity | $ 461,506 | $ 474,056 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series 1 Common Stock | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 74,587,000 | 73,945,000 |
Common stock, shares outstanding | 74,587,000 | 73,945,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 71,757 | $ 66,050 |
Cost of revenue | 17,446 | 17,103 |
Gross profit | 54,311 | 48,947 |
Operating expenses: | ||
Sales and marketing | 34,052 | 33,639 |
Research and development | 20,845 | 20,944 |
General and administrative | 16,494 | 15,846 |
Acquisition related expenses | 4,125 | 12,660 |
Restructuring charges | 420 | |
Amortization of intangible assets | 2,033 | 2,037 |
Total operating expenses | 77,969 | 85,126 |
Loss from operations | (23,658) | (36,179) |
Interest income | 2,426 | 122 |
Interest expense | (722) | (709) |
Other (expense) income | 31 | (156) |
Loss before provision for income taxes | (21,923) | (36,922) |
Provision for income taxes | 197 | 115 |
Net loss | $ (22,120) | $ (37,037) |
Basic net loss per share attributable to common stockholders | $ (0.30) | $ (0.51) |
Diluted net loss per share attributable to common stockholders | $ (0.30) | $ (0.51) |
Weighted average shares used to compute basic net loss per share attributable to common stockholders | 74,142 | 72,476 |
Weighted average shares used to compute diluted net loss per share attributable to common stockholders | 74,142 | 72,476 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (22,120) | $ (37,037) |
Other comprehensive income (loss): | ||
Net unrealized gain (loss) on marketable debt securities | 717 | (613) |
Total comprehensive loss | $ (21,403) | $ (37,650) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2021 | $ 138,288 | $ 7 | $ 528,540 | $ (390,068) | $ (191) |
Balance, shares at Dec. 31, 2021 | 72,311 | ||||
Exercise of stock options | 277 | 277 | |||
Exercise of stock options, shares | 272 | ||||
Release of restricted stock units, shares | 90 | ||||
Stock-based compensation | 8,962 | 8,962 | |||
Total other comprehensive loss | (613) | (613) | |||
Net loss | (37,037) | (37,037) | |||
Balance at Mar. 31, 2022 | 109,877 | $ 7 | 537,779 | (427,105) | (804) |
Balance, shares at Mar. 31, 2022 | 72,673 | ||||
Balance at Dec. 31, 2022 | 45,672 | $ 7 | 576,851 | (529,987) | (1,199) |
Balance, shares at Dec. 31, 2022 | 73,945 | ||||
Exercise of stock options, net of shares withheld for taxes | (316) | (316) | |||
Exercise of stock options, net of shares withheld for taxes | 246 | ||||
Release of restricted stock units, shares | 396 | ||||
Stock-based compensation | 10,487 | 10,487 | |||
Total other comprehensive loss | 717 | 717 | |||
Net loss | (22,120) | (22,120) | |||
Balance at Mar. 31, 2023 | $ 34,440 | $ 7 | $ 587,022 | $ (552,107) | $ (482) |
Balance, shares at Mar. 31, 2023 | 74,587 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (22,120) | $ (37,037) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,904 | 2,826 |
Amortization of discount on debt | 493 | 488 |
Stock-based compensation | 10,487 | 8,962 |
Allowance for credit losses | 1,075 | 1,313 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,185) | (2,502) |
Prepaid expenses | (4,235) | (806) |
Deferred commissions | 49 | (658) |
Accounts payable | 495 | (287) |
Accrued and other liabilities | (4,922) | 5,702 |
Deferred revenue | 3,123 | 14 |
Net cash used in operating activities | (20,836) | (21,985) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,063) | (1,340) |
Maturity of marketable securities | 39,429 | 9,000 |
Purchase of marketable securities | (48,043) | (32,473) |
Net cash used in investing activities | (9,677) | (24,813) |
Cash flows from financing activities: | ||
Net payment of settlement of equity-based awards | (330) | 184 |
Net cash provided by (used in) financing activities | (330) | 184 |
Net change in cash and cash equivalents and restricted cash | (30,843) | (46,614) |
Cash and cash equivalents and restricted cash, beginning of period | 93,030 | 298,704 |
Cash and cash equivalents and restricted cash, end of period | 62,187 | 252,090 |
Supplemental cash flow information: | ||
Cash paid for interest | 431 | 472 |
Cash paid for taxes | 152 | 32 |
Noncash investing and financing activities: | ||
Changes in capital additions, accrued but not paid | 65 | 96 |
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheet to the amounts shown in the statements of cash flows above: | ||
Cash and cash equivalents | 61,070 | 250,934 |
Restricted cash | 1,117 | 1,156 |
Total cash, cash equivalents and restricted cash | $ 62,187 | $ 252,090 |
Overview
Overview | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview | 1. Overview BigCommerce is leading a new era of ecommerce. Our software-as-a-service (“SaaS”) platform simplifies the creation of beautiful, engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. We power both our customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems. BigCommerce empowers businesses to turn digital transformation into a competitive advantage. We allow merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings. We provide a comprehensive platform for launching and scaling an ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting. All our stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation. Our platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business. Our headquarters and principal place of business are in Austin, Texas. We were formed in Australia in December 2003 under the name Interspire Pty Ltd and reorganized into a corporation in Delaware under the name BigCommerce Holdings, Inc. in February 2013 . References in these consolidated financial statements to “we,” “us,” “our,” the “Company,” or “BigCommerce” refer to BigCommerce Holdings, Inc. and its subsidiaries, unless otherwise stated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2022, which are included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2023. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other period. In December 2022, we had a reduction in force event that eliminated certain positions and changed the reporting hierarchy and job responsibilities for certain people in our general and administrative function. This resulted in the expense related to these individuals being classified as sales and marketing expenses, when previously, they had been classified as general and administrative expense. Certain prior year amounts have been reclassified for consistency with the current year presentation. For the period ended March 31, 2022 we reclassified $ 1.5 million from general and administrative expenses to sales and marketing expenses. Basis of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on December 31. 2. Summary of significant accounting policies (continued) Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates; judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to our consolidated financial statements Segment and geographic information Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we have determined that we operate as a single operating and reportable segment. Revenue by geographic region was as follows: Three months ended March 31, (in thousands) 2023 2022 Revenue: Americas – U.S. $ 54,809 $ 51,500 Americas – other 3,351 2,684 EMEA 7,983 6,284 APAC 5,614 5,582 Total revenue $ 71,757 $ 66,050 Long-lived assets by geographic region was as follows: March 31, December 31, (in thousands) 2023 2022 Long-lived assets: Americas – U.S. $ 9,349 $ 8,318 EMEA 633 465 APAC 269 300 Total long-lived assets $ 10,251 $ 9,083 Cash and cash equivalents We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and investment securities and are stated at fair value. Restricted cash We maintain a portion of amounts collected through our online payment processor with the online payment processor as a security deposit for future chargebacks. Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits. Marketable securities All marketable securities have been classified as available-for-sale and are carried at estimated fair value. We determine the appropriate classification of our investments in debt securities at the time of purchase. Securities may have stated maturities greater than one year. All marketable securities are considered available to support current operations and are classified as current assets. For available-for-sale debt securities in an unrealized loss position, our management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other 2. Summary of significant accounting policies (continued) income (expense) in the results of operations. For available-for-sale debt securities that do not meet the aforementioned criteria, our management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security. Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit loss factors is recognized as a component of accumulated other comprehensive (loss) income, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations. The cost of securities sold is based on the specific-identification method. Accounts receivable Accounts receivable are stated at net realizable value and include unbilled receivables. Agreements with enterprise customers can contain promotional billing periods. Since merchants have full access to the functionality of our platform upon contract execution, and we have enforceable rights to receive payments for the promotional period if the contract is early terminated, revenue is recognized ratably over the contract life. When this occurs, we recognize revenue in advance of invoicing creating an unbilled receivable. In addition, some of our partner and services revenue agreements include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . The accounts receivable balance at March 31, 2023 and December 31, 2022 included unbilled receivables of $ 20.1 million and $ 19.9 million, respectively. Unbilled receivables at March 31, 2023 and December 31, 2022 includes contract assets related to enterprise subscription solutions of $ 15.2 million and $ 15.7 million, and PSR customers of $ 4.9 million and $ 4.2 million, respectively. We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. The balance of accounts receivable includes accounts that have been invoiced but unpaid, and unbilled amounts, which represents revenues recognized in advance of billing. We analyze both the invoiced accounts receivable portfolio and our unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to our invoiced accounts receivable, include the delinquency level, customer type, and current economic environment. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers, our assessment of the overall portfolio and general economic conditions. Identified risks pertaining to our subscription unbilled accounts receivable include customer type, customer activity on our platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to our unbilled accounts related to our PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with BigCommerce, their overall financial position and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2022 $ 9,995 Provision for expected credit losses 1,075 Accounts written off ( 1,476 ) Balance at March 31, 2023 9,594 The quarter over quarter decrease in the provision for credit losses was due to a decrease in our general reserve related to our subscription accounts receivable due to improved collections which was partially offset by an increase in our reserve related to unbilled receivables. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter). 2. Summary of significant accounting policies (continued) The estimated useful lives of property and equipment are as follows: Estimated Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with groups of assets used in combination over their estimated useful lives against their respective carrying amounts. If projected undiscounted future cash flows are less than the carrying value of the asset group, impairment is recorded for any excess of the carrying amount over the fair value of those assets in the period in which the determination is made. Research and development and internal use software Research and development expenses consist primarily of personnel and related expenses for our research and development staff, which include: salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party contractors; and allocated overhead. Expenditures for research and development, other than internal use software costs, are expensed as incurred. Software development costs associated with internal use software, which are incurred during the application development phase and meet other requirements under the guidance ASC-350 are capitalized. As of March 31, 2023 , we have capitalized $ 4.4 million, net of accumulated depreciation of $ 0.3 million. As of December 31, 2022 , software costs capitalized were $ 2.8 million, net of accumulated depreciation of $ 0.0 million. Amortization on internally developed software was $ 0.3 million and $ 0.0 million for the three months ended March 31, 2023 and 2022, respectively. Leases We determine if an arrangement is a lease or contains a lease at inception. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate for most leases. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. Lease terms may include options to extend or terminate the lease. We record a ROU asset and a lease liability when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. We also lease office space under short-term arrangements and have elected not to include these arrangements in the ROU asset or lease liabilities. Business combinations We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. We use best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition related expenses Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expe nses. We recognized $ 4.1 million and $ 12.7 million in acquisition related expenses during the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023 , $ 4.1 million was reco gnized in connection with contingent compensation arrangements entered with our fiscal 2021 acquisitions. We entered into contingent compensation arrangements, in 2. Summary of significant accounting policies (continued) which payments will be made or have been made, as applicable, after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones. The compensation arrangements are contingent upon continued post-acquisition employment with us. During the first period, earlier achievement of product and financial milestones were not met. We account for the cost related to the first and second contingent compensation arrangement payments over the service periods of 12 and 24 months, respectively, beginning on the acquisition date, assuming earlier achievement of product and financial milestones is unlikely to be met. Goodwill and other acquired intangibles, net We assess goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When we elect to perform a qualitative assessment and conclude it is not more likely than not the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds the estimated fair value, impairment is recorded. We evaluate the recoverability of finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such asset may not be recoverable. If such review determines the carrying amount of the indefinite-lived asset is not recoverable, the carrying amount of such asset is reduced to its fair value. Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of these assets when events or changes in circumstances indicate a revision to the remaining period of amortization. If we revise the estimated useful life assumption for any assets, the remaining unamortized balance is amortized over the revised estimated useful life on a prospective basis. Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that those assets will be realized. To date, we have provided a valuation allowance against all of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of its forecasted future results. We will continue to monitor the positive and negative evidence, and we will adjust the valuation allowance as sufficient objective positive evidence becomes available. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on our income tax return. All of our gross unrecognized tax benefits, if recognized, would not affect its effective tax rate, but would be recorded as an adjustment to equity before consideration of valuation allowances. We do not expect unrecognized tax benefits to decrease within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of March 31, 2023 , we have not accrued any interest or penalties related to unrecognized tax benefits. We believe that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk of additional material uncertain tax positions that have not been identified is remote. Stock-based compensation We issue stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”). Stock-based compensation related to stock options is measured at the date of grant and is recognized on a straight-line basis over the service period, net of estimated forfeitures. We use the Black-Scholes option-pricing model to estimate the fair value of stock options awarded at the date of grant. Stock-based compensation related to restricted stock units is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock- based compensation related to performance based restricted stock units is measured at the date of grant and recognized using the accelerated attribution method, net of estimated forfeitures, over the remaining service period, when deemed probable. Net payments on the settlement of equity-based awards were $ 0.3 million for the three months ended March 31, 2023, which consisted of $ 1.4 million for tax payments related to the net settlement of equity awards and $ 1.1 million for proceeds from stock option exercises. 2. Summary of significant accounting policies (continued) Foreign currency Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are re-measured to U.S. dollars using the exchange rates at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in U.S. dollars using historical exchange rates. Revenue and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded within Other expense in our consolidated statements of operations and were not material for all periods presented. Restructuring charges Restructuring charges are comprised of costs incurred as a result of our December 15, 2022 reduction in force as well as an impairment of the right of use asset triggered by our decision to cease using a significant portion of certain leased facilities. |
Revenue Recognition and Deferre
Revenue Recognition and Deferred Costs | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition and Deferred Costs | 3. Revenue recognition and deferred costs Revenue recognition Our sources of revenue consist of subscription solutions fees and partner and services fees. These services allow customers to access our hosted software over the contract period. The customer is not allowed to take possession of the software or transfer the software. Our revenue arrangements do not contain general rights of refund in the event of cancellations. The following table disaggregates our revenue by major source: Three months ended March 31, (in thousands) 2023 2022 Subscription solutions $ 53,808 $ 47,987 Partner and services 17,949 18,063 Total revenue $ 71,757 $ 66,050 Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans. It also includes recurring professional services and sales of SSL certificates. Subscription solutions are charged monthly, quarterly, or annually for our customers to sell their products and process transactions on our platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for Pro and Enterprise plans are adjusted if a customer’s gross merchandise volume or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, we have determined we meet the variable consideration allocation exception and, therefore, recognize fixed monthly fees or a pro-rata portion of quarterly or annual fees and any transaction fees as revenue in the month they are earned. Enterprise subscription plans include an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. For these Enterprise arrangements, the total subscription fee is recognized on a straight-line basis over the term of the contract. Revenue recognized in advance of billing is recorded as unbilled accounts receivable. In determining the amount of revenue to be recognized, we determine whether collection of the transaction price is probable. Only amounts deemed probable are recognized as revenue. Key factors in this determination are historical contract termination rates and general economic factors. Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered. Contracts with our retail customers are generally month-to-month, while contracts with our enterprise customers generally range from one to three years . Contracts are typically non-cancellable and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes we collect on behalf of governmental authorities. Subsequent to our acquisition of Feedonomics on July 23, 2021, subscription revenue includes revenue from Feedonomics. Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Google, Facebook, etc.). We provide these services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising). The service 3. Revenue recognition and deferred costs (continued) offerings constitute a single combined performance obligation. Services are performed and fees are determined based on monthly usage and are billed in arrears. Partner and services Our partner and services revenue consists of revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by our partners from customers using our platform, where we have an arrangement with such partners to share such fees as they occur. Revenue share is recognized at the time the earning activity is complete, which is generally monthly. Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed. Revenue for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract. Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed. We also derive revenue from the sales of website themes and applications upon delivery. We recognize revenue share from the sales of third-party applications, on a net basis as we have determined that we are the agent in our arrangements with third-party application providers. All other revenue is recognized on a gross basis, as we have determined we are the principal in these arrangements. Contracts with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our subscription contracts are generally comprised of a single performance obligation to provide access to our platform, but can include additional performance obligations. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, we may be required to allocate the contract’s transaction price to each performance obligation using our best estimate of SSP. Judgment is required to determine the SSP for each distinct performance obligation. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We have determined that our standard list price is our best approximation of SSP. Contracts with our technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services we consider various factors. These considerations included the level of integration, interdependency, and interrelation between the implementation and hosting service. We have concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, we defer any arrangement fees for integration services and recognize such amounts over the life of the hosting obligation commencing when the integration has been completed. To determine if marketing activities are distinct, we consider the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement, which results in a contract asset that is included in unbilled receivables. For most of our contracts, we have determined that we meet the variable consideration allocation exception and therefore recognize these variable fees in the period they are earned. Cost of revenue Cost of revenue consists primarily of personnel-related costs, including: stock-based compensation expenses for customer support and professional services personnel; costs of maintaining and securing our infrastructure and platform; amortization expense associated with capitalized internal-use software; and allocation of overhead costs. Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services . We recognize revenue from deferred revenue when the services are performed, and the corresponding revenue recognition criteria are met. We recognized $ 9.3 million of previ ously deferred revenue during the three months ended March 31, 2023. 3. Revenue recognition and deferred costs (continued) The net increase in the deferred revenue balance for the three months ended March 31, 2023 is primarily due to increases in SaaS related subscriptions. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. As of March 31, 2023 , we had $ 155.0 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. We expect to recognize approximately 56 % of the re maining performance obligations as revenue in the following 12 -month period, and the remaining balance in the periods thereafter. Deferred commissions Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions are not paid on subscription renewals. We amortize deferred sales commissions ratably over the estimated period of our relationship with customers of approximately three years . Based on historical experience, we determine the average life of our customer relationship by taking into consideration our customer contracts and the estimated technological life of our platform and related significant features. We include amortization of deferred commissions in Sales and marketing expense in the consolidated statements of operations. We periodically review the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. We did no t recognize an impairment of deferred commissions during the three months ended March 31, 2023 and the year ended December 31, 2022. Sales commiss ions of $ 1.7 million and $ 1.6 million were deferred for the three months ended March 31, 2023 and 2022 , respectively; and deferred commission amortization expense was $ 1.6 million an d $ 1.1 million for the three months ended March 31, 2023 and 2022 , respectively. |
Fair Value Measurements, Cash E
Fair Value Measurements, Cash Equivalents and Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Cash Equivalents and Marketable Securities | 4. Fair value measurements, cash equivalents and marketable securities Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. The carrying amount of accounts receivable approximates fair value due to their relatively short maturities. For assets and liabilities measured at fair value, fair value is the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When determining fair value, we consider the principal or most advantageous market in which it would transact, and assumptions that market participants would use when pricing asset or liabilities. The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable. The standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 – Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include our data. The following tables summarize the estimated fair value of our cash equivalents, marketable securities and debt. As of March 31, 2023 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 40,337 $ — $ — $ 40,337 U.S. treasury securities $ 64,272 $ — $ — $ 64,272 Corporate securities $ — $ 157,000 $ — $ 157,000 Total financial assets $ 104,609 $ 157,000 $ — $ 261,609 As of December 31, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 68,129 $ — $ — $ 68,129 U.S. treasury securities $ 72,577 $ — $ — $ 72,577 Corporate securities $ — $ 139,364 $ — $ 139,364 Total financial assets $ 140,706 $ 139,364 $ — $ 280,070 4. Fair value measurements, cash equivalents and marketable securities (continued) The following tables summarize the estimated fair value of our cash equivalents and marketable securities. As of March 31, 2023 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 40,337 $ — $ — $ 40,337 Marketable securities: U.S. treasury securities $ 64,545 $ — $ ( 274 ) $ 64,271 Corporate securities $ 157,209 $ — $ ( 209 ) $ 157,000 As of December 31, 2022 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 68,194 $ — $ ( 65 ) $ 68,129 Marketable securities: U.S. treasury securities $ 73,208 $ — $ ( 631 ) $ 72,577 Corporate securities $ 139,932 $ — $ ( 568 ) $ 139,364 In September 2021, we issued $ 345.0 million aggregate pri ncipal amount of 0.25 % convertible senior notes due 2026 (the “Notes”). The estimated fair value of the notes was approximately $ 263.1 million as of March 31, 2023 . The Notes were categorized as Level 2 instruments as the estimated fair value was determined based on estimated or actual bids and offers of the Notes in an inactive market on the last business day of the period. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business combinations Fiscal 2022 April 2022 Acquisition of Bundle B2B Inc. On April 25, 2022 , BigCommerce completed its acquisition of Bundle B2B Inc. (“Bundle”), a B2B eCommerce solution that provides advanced B2B functionality seamlessly with BigCommerce’s platform. The total purchase price was $ 7.7 million. We acquired Bundle because it is complementary to our core business and will allow us to expand our product offerings to our merchant base. The purchase price was based on the expected financial performance of Bundle, not on the value of the net identifiable assets at the time of the acquisition. This resulted in a significant portion of the purchase price being attributed to goodwill. The purchase price included the issuance of common stock in the amount of $ 4.6 million, cash of $ 0.8 million, an escrow withheld in the amount of $ 0.9 million and $ 1.4 million of contingent consideration. The amount held in escrow will be paid out on the first anniversary date with the issuance of the stock based on the fair value of our common stock on the date of payment. Of the $ 1.4 million contingent consideration, $ 0.7 million is tied to the migration of old merchants to updated plans over a 6 -months period from acquisition date and the remaining $ 0.7 million is tied to ongoing performance measures over a 12 -months period from the acquisition date. The purchase price primarily included $ 0.4 million of developed technology and $ 7.3 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which consisted of developed technology, have estimated useful lives of four years . The pro forma financial information assuming fiscal 2022 acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of the acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and intangible assets Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts are not amortized but tested for impairment on an annual basis. There was no impairment of goodwill as of March 31, 2023. Definite-lived intangible assets are amortized on a straight-line basis over the useful life. Definite-lived intangible assets amortization was $ 2.0 million for the three months ended March 31, 2023 and 2022, respectively. 6. Goodwill and intangible assets (continued) Definite-lived intangible assets consists of the following: (in thousands) March 31, 2023 December 31, 2022 Weighted average remaining useful life as of March 31, 2023 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 5,604 ) $ 7,763 $ 13,367 $ ( 4,745 ) $ 8,622 2.3 Customer relationship $ 22,525 $ ( 6,731 ) $ 15,794 $ 22,525 $ ( 5,734 ) $ 16,791 4.1 Tradename $ 2,470 $ ( 834 ) $ 1,636 $ 2,470 $ ( 711 ) $ 1,759 3.3 Non-compete agreement $ 162 $ ( 91 ) $ 71 $ 162 $ ( 78 ) $ 84 1.3 Other intangibles $ 485 $ ( 199 ) $ 286 $ 485 $ ( 158 ) $ 327 1.8 Total definite-lived intangible $ 39,009 $ ( 13,459 ) $ 25,550 $ 39,009 $ ( 11,426 ) $ 27,583 As of March 31, 2023, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) March 31, 2023 2023 (April 1st through December 31st) 6,099 2024 7,997 2025 6,308 2026 3,429 2027 1,717 Thereafter — Total $ 25,550 |
Commitments, Contingencies, and
Commitments, Contingencies, and Leases | 3 Months Ended |
Mar. 31, 2023 | |
Commitments Contingencies And Leases [Abstract] | |
Commitments, Contingencies, and Leases | 7. Commitments, contingencies, and leases Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and that the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. From time to time, we are subject to various claims that arise in the normal course of business. In the opinion of management, we are unaware of any pending or unasserted claims that would have a material adverse effect on our financial position, liquidity, or results. Certain executive officers are entitled to payments in the event of termination of employment in connection with a certain change in control. Our certificate of incorporation and certain contractual arrangements provide for indemnification of our officers and directors for certain events or occurrences. We maintain a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Historically, we have not been obligated to make any payments for indemnification obligations, and no liabilities have been recorded for these obligations on the consolidated balance sheets as of March 31, 2023 or December 31, 2022. Leases We lease certain facilities under operating lease agreements that expire at various dates through 2028 . Some of these arrangements contain renewal options and require us to pay taxes, insurance and maintenance costs. Renewal options were not included in the ROU asset and lease liability calculation. Operating and short-term rent expenses was $ 0.9 million and $ 1.4 million for the three months ended March 31, 2023 and 2022, respectively. Short-term rent expense was not material for any of the periods presented. 7. Commitments, contingencies, and leases (continued) Supplemental lease information Cash flow information (in thousands) Three months ended March 31, 2023 2022 Cash paid for operating lease liabilities $ 901 $ 1,326 Right-of-use assets obtained in acquisition $ — $ — Operating lease information Three months ended March 31, 2023 2022 Weighted-average remaining lease-term 4.1 years 5.2 years Weighted-average discount rate 5.38 % 5.41 % The future maturities of operating lease liabilities are as follows: (in thousands) March 31, 2023 2023 (April 1st through December 31st) 2,306 2024 2,957 2025 2,775 2026 2,528 2027 2,133 Thereafter 718 Total minimum lease payments $ 13,417 Less imputed interest ( 1,548 ) Total lease liabilities $ 11,869 Restructuring charges In December of 2022, we executed a plan to reduce our cost structure (the “2022 Restructure”). The 2022 Restructure included workforce reduction initiatives which resulted in $ 3.6 million of severance and other compensation charges to be paid in the first quarter of 2023. During the three months ended March 31, 2023, we had additional compensation charges of $ 0.4 million in relation to the 2022 Restructure. Furthermore, we have $ 0.2 million still accrued as of March 31, 2023, in connection with the 2022 Restructure. We do not expect any more material charges under this plan. The 2022 Restructure also included the decision to cease using certain leased office space in Texas and to make this office space available for sublease in January 2023. As a result, in 2022, we evaluated the recoverability of our right-of-use assets and determined the carrying values were not fully recoverable. We calculated the impairment by comparing the carrying amount of the asset group to its estimated fair value based on inputs derived from market prices for similar assets. As a result, we impaired $ 3.7 million in right-of-use assets and have recorded this amount in Restructuring Charges on the accompanying consolidated statements of operations for the previous year ended December 31, 2022. The impairment charge represents the amount by which the carrying value exceeded the estimated fair value of the asset group. These charges were recorded within the operating expenses on the accompanying consolidated statement of operations. |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 8. Other liabilities The following table summarizes the components of other current liabilities: As of March 31, As of December 31, (in thousands) 2023 2022 Sales tax payable $ 1,313 $ 1,887 Payroll and payroll related expenses 7,726 16,900 Acquisition related compensation 28,892 24,743 Other 4,385 4,914 Other current liabilities $ 42,316 $ 48,444 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt 2021 Convertible Senior Notes In September 2021, we issued $ 345.0 million aggregate principal amount of 0.25 % convertible senior notes due 2026 (the “Notes”). The Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sales of the Notes was approximately $ 335.0 million after deducting offering and issuance costs related to the Notes and before the 2021 Capped Call transactions, as described below. The Notes are our senior, unsecured obligations and accrue interest at a rate of 0.25 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on April 1, 2022. The Notes will mature on October 1, 2026 , unless earlier converted, redeemed or repurchased by us. Before July 1, 2026, noteholders will have the right to convert their Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2021, if the Last Reported Sale Price (as defined in the indenture for the Notes) per share of Common Stock (as defined in the indenture for the Notes) exceeds one hundred and thirty percent ( 130 %) of the Conversion Price (as defined in the indenture for the Notes) for each of at least twenty ( 20 ) Trading Days (as defined in the indenture for the notes) (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter; (2) during the five (5) consecutive Business Days (as defined in the indenture for the Notes) immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $ 1,000 principal amount of Notes for each Trading Day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate (as defined in the indenture for the Notes) on such Trading Day; (3) if we call any or all of the Notes for redemption, such Notes called for redemption may be converted any time prior to the close of business on the second business day immediately before the redemption date; or (4) upon the occurrence of specified corporate events. From and after July 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the Notes is 13.6783 shares of common stock per $ 1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 73.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events, such as distribution of stock dividends or stock splits. We may not redeem the Notes prior to October 7, 2024. The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after October 7, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. Pursuant to the Partial Redemption Limitation (as defined in the indenture for the Notes), we may not elect to redeem less than all of the outstanding Notes unless at least $ 150.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time we send the related redemption notice. If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require us to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date. In accounting for the issuance of the Notes, we recorded the Notes as a liability at face value. The effective interest rate for the Notes was 0.84 %. Transaction costs of $ 10.0 million, attributable to the issuance of the Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Notes. The net carrying amount of the Notes consists of the following: (in thousands) March 31, December 31, Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 7,011 ) $ ( 7,503 ) Carrying value, net $ 337,989 $ 337,497 9. Debt (continued) The total interest expense recognized related to the Notes consists of the following: Three months ended (in thousands) 2023 2022 Contractual interest expense $ 216 $ 221 Amortization of issuance costs 493 488 Total $ 709 $ 709 Debt fees Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. 2021 Capped Call Transactions In connection with the pricing of the Notes, we used $ 35.6 million of the net proceeds from the Notes to enter into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of our common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of approximately $ 106.34 per share, which represents a premium of 100 % over the last reported sale prices of our common stock of $ 53.17 per share on September 9, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of our common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to our stock. The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 10. Stockholders’ equity (deficit) Equity Incentive Plans – Stock Options During the three months ended March 31, 2023 , we granted an aggregate of 661,378 shares of stock options, with a weighted average exercise price of $ 10.42 per share. The fair value of options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions (i) expected term of 6.1 years, (ii) expected volatility of 67 %, (iii) risk-free interest rate 4.2 % and (iv) expected dividend yield of 0 %. Restricted Stock Units During the three months ended March 31, 2023 , we granted an aggregate of 1,522,237 RSUs with a weighted grant-date fair value of $ 10.42 . The RSUs vest over the requisite service period of 4 years from the date of grant, subject to the continued employment of the employees. 10. Stockholders’ equity (deficit) (continued) Stock Based Compensation Expense Stock-based compensation expense was included in the following line items in the accompanying condensed consolidated statements of operations during the periods presented: Three months ended (in thousands) 2023 2022 Cost of revenue $ 1,176 $ 862 Sales and marketing 2,808 2,912 Research and development 3,461 2,526 General and administrative 3,042 2,662 Total stock-based compensation expense $ 10,487 $ 8,962 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes In accordance with applicable accounting guidance, the income tax expense for the three months ended March 31, 2023 is based on the estimated annual effective tax rate for calendar year 2023. Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, valuation allowances, and any applicable income tax credits. Our provision for income taxes reflected an effective tax rate of approximately ( 0.90 )% and ( 0.31 %) for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023 and 2022, our effective tax rate was lower than the U.S. federal statutory rate of 21 % primarily due to our valuation allowance offsetting the benefits of losses. Current income tax expenses and benefits consist primarily of state income tax expense, deferred income tax expense relating to the tax amortization of acquired goodwill and income tax expense from foreign operations. To date, we have provided a valuation allowance against most of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of our forecasted future results. We will continue to monitor the positive and negative evidence, and will adjust the valuation allowance as sufficient objective positive evidence becomes available. As of March 31, 2023, we had $ 396 thousand in uncertain tax positions representing no increase from the balance on December 31, 2022. Operating losses generated in years prior to 2017 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. Our tax years 2018 through 2022 generally remain open to examination by the major taxing jurisdictions to which we are subject. We are currently not under audit by any taxing jurisdiction. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net loss per share Net loss per share Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Because we have reported a net loss for the three months ended March 31, 2023, and 2022, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. Series 1 and Series 2 have the same rights and privileges except Series 2 are not entitled to vote on any matter except as required by law. A pre-IPO preferred shareholder received Series 2 upon the conversion of their preferred shares at the time of our initial public offering, all of which were subsequently converted to shares of Series 1 common stock. There are no Series 2 shares outstanding as of March 31, 2023. Series 1 common stock is referred to as common stock throughout, unless otherwise noted. The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of March 31, (in thousands) 2023 2022 Stock options outstanding 6,008 6,307 Restricted stock units 6,784 4,094 Acquisition related compensation (1) 3,558 2,835 Convertible debt 4,719 4,719 Total potentially dilutive securities 21,069 17,955 (1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services. 1.5 million of contingent consideration. Of the $ 33.8 million to be paid as of March 31, 2023, $ 31.8 million can be 8.94 per share. As of December 31, 2022, of the $ 33.8 million to be paid, $ 31.8 million can be settled in shares of 8.74 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2022, which are included in our Annual Report on Form 10-K, filed with the SEC on March 1, 2023. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other period. In December 2022, we had a reduction in force event that eliminated certain positions and changed the reporting hierarchy and job responsibilities for certain people in our general and administrative function. This resulted in the expense related to these individuals being classified as sales and marketing expenses, when previously, they had been classified as general and administrative expense. Certain prior year amounts have been reclassified for consistency with the current year presentation. For the period ended March 31, 2022 we reclassified $ 1.5 million from general and administrative expenses to sales and marketing expenses. |
Basis of consolidation | Basis of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on December 31. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires certain financial instruments to be recorded at fair value; requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods. Significant estimates; judgments, and assumptions in these consolidated financial statements include: allocating variable consideration for revenue recognition, constrained revenue; the amortization period for deferred commissions; the allowance for credit losses and a determination of the deferred tax asset valuation allowance. Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to our consolidated financial statements |
Segment and geographic information | Segment and geographic information Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we have determined that we operate as a single operating and reportable segment. Revenue by geographic region was as follows: Three months ended March 31, (in thousands) 2023 2022 Revenue: Americas – U.S. $ 54,809 $ 51,500 Americas – other 3,351 2,684 EMEA 7,983 6,284 APAC 5,614 5,582 Total revenue $ 71,757 $ 66,050 Long-lived assets by geographic region was as follows: March 31, December 31, (in thousands) 2023 2022 Long-lived assets: Americas – U.S. $ 9,349 $ 8,318 EMEA 633 465 APAC 269 300 Total long-lived assets $ 10,251 $ 9,083 |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and investment securities and are stated at fair value. |
Restricted cash | Restricted cash We maintain a portion of amounts collected through our online payment processor with the online payment processor as a security deposit for future chargebacks. Additionally, we have amounts on deposit with certain financial institutions that serve as collateral for letters of credit and lease deposits. |
Marketable securities | Marketable securities All marketable securities have been classified as available-for-sale and are carried at estimated fair value. We determine the appropriate classification of our investments in debt securities at the time of purchase. Securities may have stated maturities greater than one year. All marketable securities are considered available to support current operations and are classified as current assets. For available-for-sale debt securities in an unrealized loss position, our management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other 2. Summary of significant accounting policies (continued) income (expense) in the results of operations. For available-for-sale debt securities that do not meet the aforementioned criteria, our management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, an allowance is recorded for the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security. Impairment losses attributable to credit loss factors are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit loss factors is recognized as a component of accumulated other comprehensive (loss) income, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income (expense) in the results of operations. The cost of securities sold is based on the specific-identification method. |
Accounts receivable | Accounts receivable Accounts receivable are stated at net realizable value and include unbilled receivables. Agreements with enterprise customers can contain promotional billing periods. Since merchants have full access to the functionality of our platform upon contract execution, and we have enforceable rights to receive payments for the promotional period if the contract is early terminated, revenue is recognized ratably over the contract life. When this occurs, we recognize revenue in advance of invoicing creating an unbilled receivable. In addition, some of our partner and services revenue agreements include substantive minimums where the consideration paid varies over the term of the contract and revenue is recognized ratably over the contract term. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . The accounts receivable balance at March 31, 2023 and December 31, 2022 included unbilled receivables of $ 20.1 million and $ 19.9 million, respectively. Unbilled receivables at March 31, 2023 and December 31, 2022 includes contract assets related to enterprise subscription solutions of $ 15.2 million and $ 15.7 million, and PSR customers of $ 4.9 million and $ 4.2 million, respectively. We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. The balance of accounts receivable includes accounts that have been invoiced but unpaid, and unbilled amounts, which represents revenues recognized in advance of billing. We analyze both the invoiced accounts receivable portfolio and our unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to our invoiced accounts receivable, include the delinquency level, customer type, and current economic environment. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers, our assessment of the overall portfolio and general economic conditions. Identified risks pertaining to our subscription unbilled accounts receivable include customer type, customer activity on our platform, historical contract termination rates, and customer delinquency. The estimate of the amount of accounts receivable that may not be collected is based primarily on historical contract termination rates, customer delinquency rates and an assessment of the overall portfolio and general economic conditions. The identified risk related to our unbilled accounts related to our PSR business are current partner engagement and activity, the financial wherewithal of the partner, the partner’s future plans and the ability to execute on the plans, and their liquidity and overall financial position. The estimate of the amount of accounts receivable that may not be collected is based primarily on the specific evaluation of the partner based on current level of engagement with BigCommerce, their overall financial position and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2022 $ 9,995 Provision for expected credit losses 1,075 Accounts written off ( 1,476 ) Balance at March 31, 2023 9,594 The quarter over quarter decrease in the provision for credit losses was due to a decrease in our general reserve related to our subscription accounts receivable due to improved collections which was partially offset by an increase in our reserve related to unbilled receivables. |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives or the related lease terms (if shorter). 2. Summary of significant accounting policies (continued) The estimated useful lives of property and equipment are as follows: Estimated Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with groups of assets used in combination over their estimated useful lives against their respective carrying amounts. If projected undiscounted future cash flows are less than the carrying value of the asset group, impairment is recorded for any excess of the carrying amount over the fair value of those assets in the period in which the determination is made. |
Research and development and internal use software | Research and development and internal use software Research and development expenses consist primarily of personnel and related expenses for our research and development staff, which include: salaries, benefits, bonuses, and stock-based compensation; the cost of certain third-party contractors; and allocated overhead. Expenditures for research and development, other than internal use software costs, are expensed as incurred. Software development costs associated with internal use software, which are incurred during the application development phase and meet other requirements under the guidance ASC-350 are capitalized. As of March 31, 2023 , we have capitalized $ 4.4 million, net of accumulated depreciation of $ 0.3 million. As of December 31, 2022 , software costs capitalized were $ 2.8 million, net of accumulated depreciation of $ 0.0 million. Amortization on internally developed software was $ 0.3 million and $ 0.0 million for the three months ended March 31, 2023 and 2022, respectively. |
Leases | Leases We determine if an arrangement is a lease or contains a lease at inception. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As our leases typically do not provide an implicit rate, we use our incremental borrowing rate for most leases. The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. Lease terms may include options to extend or terminate the lease. We record a ROU asset and a lease liability when it is reasonably certain that we will exercise that option. Operating lease costs are recognized on a straight-line basis over the lease term. We also lease office space under short-term arrangements and have elected not to include these arrangements in the ROU asset or lease liabilities. |
Business combinations and acquisition related expenses | Business combinations We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. We use best estimates and assumptions, including but not limited to, future expected cash flows, expected asset lives, and discount rates, to assign a fair value to the tangible and intangible assets acquired and liabilities assumed in business combinations as of the acquisition date. These estimates are inherently uncertain and subject to refinement. We allocate any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of operations. Acquisition related expenses Acquisition related expenses consist primarily of cash payments for third-party acquisition costs and other acquisition related expe nses. We recognized $ 4.1 million and $ 12.7 million in acquisition related expenses during the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023 , $ 4.1 million was reco gnized in connection with contingent compensation arrangements entered with our fiscal 2021 acquisitions. We entered into contingent compensation arrangements, in 2. Summary of significant accounting policies (continued) which payments will be made or have been made, as applicable, after the first and second anniversaries of the closing or upon the earlier achievement of certain product and financial milestones. The compensation arrangements are contingent upon continued post-acquisition employment with us. During the first period, earlier achievement of product and financial milestones were not met. We account for the cost related to the first and second contingent compensation arrangement payments over the service periods of 12 and 24 months, respectively, beginning on the acquisition date, assuming earlier achievement of product and financial milestones is unlikely to be met. |
Goodwill and other acquired intangibles, net | Goodwill and other acquired intangibles, net We assess goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When we elect to perform a qualitative assessment and conclude it is not more likely than not the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds the estimated fair value, impairment is recorded. We evaluate the recoverability of finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such asset may not be recoverable. If such review determines the carrying amount of the indefinite-lived asset is not recoverable, the carrying amount of such asset is reduced to its fair value. Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the estimated remaining useful life of these assets when events or changes in circumstances indicate a revision to the remaining period of amortization. If we revise the estimated useful life assumption for any assets, the remaining unamortized balance is amortized over the revised estimated useful life on a prospective basis. |
Income taxes | Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that those assets will be realized. To date, we have provided a valuation allowance against all of our deferred tax assets as we believe the objective and verifiable evidence of our historical pretax net losses outweighs any positive evidence of its forecasted future results. We will continue to monitor the positive and negative evidence, and we will adjust the valuation allowance as sufficient objective positive evidence becomes available. We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely upon its technical merits at the reporting date. The unrecognized tax benefit is the difference between the tax benefit recognized and the tax benefit claimed on our income tax return. All of our gross unrecognized tax benefits, if recognized, would not affect its effective tax rate, but would be recorded as an adjustment to equity before consideration of valuation allowances. We do not expect unrecognized tax benefits to decrease within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of March 31, 2023 , we have not accrued any interest or penalties related to unrecognized tax benefits. We believe that all material tax positions in the current and prior years have been analyzed and properly accounted for and that the risk of additional material uncertain tax positions that have not been identified is remote. |
Stock-based compensation | Stock-based compensation We issue stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”). Stock-based compensation related to stock options is measured at the date of grant and is recognized on a straight-line basis over the service period, net of estimated forfeitures. We use the Black-Scholes option-pricing model to estimate the fair value of stock options awarded at the date of grant. Stock-based compensation related to restricted stock units is measured at the date of grant, net of estimated forfeitures, and recognized ratably over the service period. Stock- based compensation related to performance based restricted stock units is measured at the date of grant and recognized using the accelerated attribution method, net of estimated forfeitures, over the remaining service period, when deemed probable. Net payments on the settlement of equity-based awards were $ 0.3 million for the three months ended March 31, 2023, which consisted of $ 1.4 million for tax payments related to the net settlement of equity awards and $ 1.1 million for proceeds from stock option exercises. |
Foreign currency | Foreign currency Our functional and reporting currency and the functional and reporting currency of our subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are re-measured to U.S. dollars using the exchange rates at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in U.S. dollars using historical exchange rates. Revenue and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded within Other expense in our consolidated statements of operations and were not material for all periods presented. |
Restructuring charges | Restructuring charges Restructuring charges are comprised of costs incurred as a result of our December 15, 2022 reduction in force as well as an impairment of the right of use asset triggered by our decision to cease using a significant portion of certain leased facilities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Geographic Region | Revenue by geographic region was as follows: Three months ended March 31, (in thousands) 2023 2022 Revenue: Americas – U.S. $ 54,809 $ 51,500 Americas – other 3,351 2,684 EMEA 7,983 6,284 APAC 5,614 5,582 Total revenue $ 71,757 $ 66,050 |
Schedule of Long-lived Assets by Geographic Region | Long-lived assets by geographic region was as follows: March 31, December 31, (in thousands) 2023 2022 Long-lived assets: Americas – U.S. $ 9,349 $ 8,318 EMEA 633 465 APAC 269 300 Total long-lived assets $ 10,251 $ 9,083 |
Schedule of Allowance for Credit Losses | The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2022 $ 9,995 Provision for expected credit losses 1,075 Accounts written off ( 1,476 ) Balance at March 31, 2023 9,594 |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Estimated Computer equipment 3 years Computer software 3 years Furniture and fixtures 5 years Leasehold improvements 1 - 10 years |
Revenue Recognition and Defer_2
Revenue Recognition and Deferred Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregate Revenue by Major Source | The following table disaggregates our revenue by major source: Three months ended March 31, (in thousands) 2023 2022 Subscription solutions $ 53,808 $ 47,987 Partner and services 17,949 18,063 Total revenue $ 71,757 $ 66,050 |
Fair Value Measurements, Cash_2
Fair Value Measurements, Cash Equivalents and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Our Cash Equivalents and Marketable Securities | The following tables summarize the estimated fair value of our cash equivalents, marketable securities and debt. As of March 31, 2023 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 40,337 $ — $ — $ 40,337 U.S. treasury securities $ 64,272 $ — $ — $ 64,272 Corporate securities $ — $ 157,000 $ — $ 157,000 Total financial assets $ 104,609 $ 157,000 $ — $ 261,609 As of December 31, 2022 (in thousands) (Level 1) (Level 2) (Level 3) Total Financial assets: Money market funds $ 68,129 $ — $ — $ 68,129 U.S. treasury securities $ 72,577 $ — $ — $ 72,577 Corporate securities $ — $ 139,364 $ — $ 139,364 Total financial assets $ 140,706 $ 139,364 $ — $ 280,070 4. Fair value measurements, cash equivalents and marketable securities (continued) The following tables summarize the estimated fair value of our cash equivalents and marketable securities. As of March 31, 2023 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 40,337 $ — $ — $ 40,337 Marketable securities: U.S. treasury securities $ 64,545 $ — $ ( 274 ) $ 64,271 Corporate securities $ 157,209 $ — $ ( 209 ) $ 157,000 As of December 31, 2022 (in thousands) Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 68,194 $ — $ ( 65 ) $ 68,129 Marketable securities: U.S. treasury securities $ 73,208 $ — $ ( 631 ) $ 72,577 Corporate securities $ 139,932 $ — $ ( 568 ) $ 139,364 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Intangible Assets | Definite-lived intangible assets consists of the following: (in thousands) March 31, 2023 December 31, 2022 Weighted average remaining useful life as of March 31, 2023 (in years) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Developed technology $ 13,367 $ ( 5,604 ) $ 7,763 $ 13,367 $ ( 4,745 ) $ 8,622 2.3 Customer relationship $ 22,525 $ ( 6,731 ) $ 15,794 $ 22,525 $ ( 5,734 ) $ 16,791 4.1 Tradename $ 2,470 $ ( 834 ) $ 1,636 $ 2,470 $ ( 711 ) $ 1,759 3.3 Non-compete agreement $ 162 $ ( 91 ) $ 71 $ 162 $ ( 78 ) $ 84 1.3 Other intangibles $ 485 $ ( 199 ) $ 286 $ 485 $ ( 158 ) $ 327 1.8 Total definite-lived intangible $ 39,009 $ ( 13,459 ) $ 25,550 $ 39,009 $ ( 11,426 ) $ 27,583 |
Schedule of Expected Amortization Expense for Definite-lived Intangible Assets | As of March 31, 2023, expected amortization expense for definite-lived intangible assets was as follows: (in thousands) March 31, 2023 2023 (April 1st through December 31st) 6,099 2024 7,997 2025 6,308 2026 3,429 2027 1,717 Thereafter — Total $ 25,550 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments Contingencies And Leases [Abstract] | |
Supplemental Lease Information | Supplemental lease information Cash flow information (in thousands) Three months ended March 31, 2023 2022 Cash paid for operating lease liabilities $ 901 $ 1,326 Right-of-use assets obtained in acquisition $ — $ — Operating lease information Three months ended March 31, 2023 2022 Weighted-average remaining lease-term 4.1 years 5.2 years Weighted-average discount rate 5.38 % 5.41 % |
Schedule of Future Maturities of Operating Lease Liabilities | The future maturities of operating lease liabilities are as follows: (in thousands) March 31, 2023 2023 (April 1st through December 31st) 2,306 2024 2,957 2025 2,775 2026 2,528 2027 2,133 Thereafter 718 Total minimum lease payments $ 13,417 Less imputed interest ( 1,548 ) Total lease liabilities $ 11,869 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The following table summarizes the components of other current liabilities: As of March 31, As of December 31, (in thousands) 2023 2022 Sales tax payable $ 1,313 $ 1,887 Payroll and payroll related expenses 7,726 16,900 Acquisition related compensation 28,892 24,743 Other 4,385 4,914 Other current liabilities $ 42,316 $ 48,444 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Notes | The net carrying amount of the Notes consists of the following: (in thousands) March 31, December 31, Principal balance $ 345,000 $ 345,000 Unamortized issuance costs $ ( 7,011 ) $ ( 7,503 ) Carrying value, net $ 337,989 $ 337,497 |
Summary of Total Interest Expense Recognized Related to Notes | The total interest expense recognized related to the Notes consists of the following: Three months ended (in thousands) 2023 2022 Contractual interest expense $ 216 $ 221 Amortization of issuance costs 493 488 Total $ 709 $ 709 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was included in the following line items in the accompanying condensed consolidated statements of operations during the periods presented: Three months ended (in thousands) 2023 2022 Cost of revenue $ 1,176 $ 862 Sales and marketing 2,808 2,912 Research and development 3,461 2,526 General and administrative 3,042 2,662 Total stock-based compensation expense $ 10,487 $ 8,962 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of March 31, (in thousands) 2023 2022 Stock options outstanding 6,008 6,307 Restricted stock units 6,784 4,094 Acquisition related compensation (1) 3,558 2,835 Convertible debt 4,719 4,719 Total potentially dilutive securities 21,069 17,955 (1) In connection with the acquisition of Feedonomics and B2B Ninja, we entered into contingent compensation arrangements for post-acquisition services. 1.5 million of contingent consideration. Of the $ 33.8 million to be paid as of March 31, 2023, $ 31.8 million can be 8.94 per share. As of December 31, 2022, of the $ 33.8 million to be paid, $ 31.8 million can be settled in shares of 8.74 per share. |
Overview - Additional Informati
Overview - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Entity incorporation date | Feb. 28, 2013 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | $ 71,757 | $ 66,050 |
Americas - U.S. | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | 54,809 | 51,500 |
Americas - other | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | 3,351 | 2,684 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | 7,983 | 6,284 |
APAC | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenue | $ 5,614 | $ 5,582 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 10,251 | $ 9,083 |
Americas - U.S. | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 9,349 | 8,318 |
EMEA | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 633 | 465 |
APAC | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 269 | $ 300 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts receivable including unbilled receivables | $ 20,100 | $ 19,900 | |
Software development costs | 4,400 | 2,800 | |
Software development accumulated depreciation | 300 | 0 | |
Net payments on settlement of equity-based awards | 300 | ||
Tax payments related to net settlement of equity awards | 1,400 | ||
Proceeds from stock option exercises | 1,100 | ||
Amortization on internally developed software | $ 300 | $ 0 | |
First contingent compensation arrangement payments over the service period | 12 months | ||
Second contingent compensation arrangement payments over the service period | 24 months | ||
Acquisition related expenses | $ 4,125 | 12,660 | |
Business combination compensation expense related to contingent compensation | 4,100 | ||
General and administrative | 16,494 | 15,846 | |
Sales and marketing | 34,052 | 33,639 | |
Revision of Prior Period, Reclassification, Adjustment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
General and administrative | (1,500) | ||
Sales and marketing | $ 1,500 | ||
Enterprise Subscription Solutions | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Unbilled receivables including contract assets | 15,200 | 15,700 | |
PSR Customers | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Unbilled receivables including contract assets | $ 4,900 | $ 4,200 | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Account receivable payment terms | due immediately | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Account receivable payment terms | due within 90 days | ||
Measurement period from acquisition date | 1 year |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Allowance For Credit Loss [Abstract] | ||
Beginning Balance | $ 9,995 | |
Provision for expected credit losses | 1,075 | $ 1,313 |
Accounts written off | (1,476) | |
Ending Balance | $ 9,594 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Computer Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment | 10 years |
Revenue Recognition and Defer_3
Revenue Recognition and Deferred Costs - Schedule of Disaggregate Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 71,757 | $ 66,050 |
Subscription Solutions | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 53,808 | 47,987 |
Partner and Services | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 17,949 | $ 18,063 |
Revenue Recognition and Defer_4
Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | |||
Recognized previously deferred revenue | $ 9,300,000 | ||
Amortization of deferred sales commissions estimated period | 3 years | ||
Impairment of deferred commissions | $ 0 | $ 0 | |
Deferred sales commissions | 1,700,000 | $ 1,600,000 | |
Deferred commission amortization expense | $ 1,600,000 | $ 1,100,000 | |
Subscription Solutions | Minimum | |||
Disaggregation Of Revenue [Line Items] | |||
Contract with customer period | 1 year | ||
Subscription Solutions | Maximum | |||
Disaggregation Of Revenue [Line Items] | |||
Contract with customer period | 3 years |
Revenue Recognition and Defer_5
Revenue Recognition and Deferred Costs - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligations | $ 155 |
Remaining performance obligations, percentage | 56% |
Remaining performance obligations, satisfaction period | 12 months |
Revenue, expected recognition period, explanation | We expect to recognize approximately 56% of the remaining performance obligations as revenue in the following 12-month period, and the remaining balance in the periods thereafter. |
Fair Value Measurements, Cash_3
Fair Value Measurements, Cash Equivalents and Marketable Securities -Summarize the Estimated Fair Value of Our Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financial assets: | ||
Financial assets | $ 261,609 | $ 280,070 |
Money market funds | ||
Financial assets: | ||
Financial assets | 40,337 | 68,129 |
Amortized Cost | 40,337 | 68,194 |
Gross Unrealized Losses | (65) | |
Estimated Fair Value | 40,337 | 68,129 |
U.S Treasury Securities | ||
Financial assets: | ||
Financial assets | 64,272 | 72,577 |
Amortized Cost | 64,545 | 73,208 |
Gross Unrealized Losses | (274) | (631) |
Estimated Fair Value | 64,271 | 72,577 |
Corporate securities | ||
Financial assets: | ||
Financial assets | 157,000 | 139,364 |
Amortized Cost | 157,209 | 139,932 |
Gross Unrealized Losses | (209) | (568) |
Estimated Fair Value | 157,000 | 139,364 |
Level 1 | ||
Financial assets: | ||
Financial assets | 104,609 | 140,706 |
Level 1 | Money market funds | ||
Financial assets: | ||
Financial assets | 40,337 | 68,129 |
Level 1 | U.S Treasury Securities | ||
Financial assets: | ||
Financial assets | 64,272 | 72,577 |
Level 2 | ||
Financial assets: | ||
Financial assets | 157,000 | 139,364 |
Level 2 | Corporate securities | ||
Financial assets: | ||
Financial assets | $ 157,000 | $ 139,364 |
Fair Value Measurements, Cash_4
Fair Value Measurements, Cash Equivalents and Marketable Securities - Additional Information (Details) - 0.25% Senior Notes Due 2026 - USD ($) $ in Millions | Mar. 31, 2023 | Sep. 30, 2021 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Aggregate principal amount of notes issued | $ 345 | |
Debt instrument, interest rate | 0.25% | |
Estimated fair value of notes issued | $ 263.1 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - Bundle $ in Millions | Apr. 25, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total purchase price | $ 7.7 |
Business acquisition date | Apr. 25, 2022 |
Business combination, issuance of common stock | $ 4.6 |
Payments to acquire businesses, gross | 0.8 |
Business combination escrow amount | 0.9 |
Contingent consideration | 1.4 |
Amount of migration of old merchants to updated plans | $ 0.7 |
Period of migration of old merchants to updated plans | 6 months |
Amount of ongoing performance measures | $ 0.7 |
Period of ongoing performance measures | 12 months |
Developed technology | $ 0.4 |
Goodwill not expected to be deductible for tax purposes | $ 7.3 |
Developed Technology | |
Business Acquisition [Line Items] | |
Estimated useful lives of intangible assets | 4 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 0 | |
Amortization of intangible assets | $ 2,033,000 | $ 2,037,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 39,009 | $ 39,009 |
Accumulated amortization | (13,459) | (11,426) |
Net carrying amount | 25,550 | 27,583 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 13,367 | 13,367 |
Accumulated amortization | (5,604) | (4,745) |
Net carrying amount | $ 7,763 | 8,622 |
Definite-lived intangible, weighted average remaining useful life | 2 years 3 months 18 days | |
Customer Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 22,525 | 22,525 |
Accumulated amortization | (6,731) | (5,734) |
Net carrying amount | $ 15,794 | 16,791 |
Definite-lived intangible, weighted average remaining useful life | 4 years 1 month 6 days | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 2,470 | 2,470 |
Accumulated amortization | (834) | (711) |
Net carrying amount | $ 1,636 | 1,759 |
Definite-lived intangible, weighted average remaining useful life | 3 years 3 months 18 days | |
Non-compete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 162 | 162 |
Accumulated amortization | (91) | (78) |
Net carrying amount | $ 71 | 84 |
Definite-lived intangible, weighted average remaining useful life | 1 year 3 months 18 days | |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 485 | 485 |
Accumulated amortization | (199) | (158) |
Net carrying amount | $ 286 | $ 327 |
Definite-lived intangible, weighted average remaining useful life | 1 year 9 months 18 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2023 (April 1st through December 31st) | $ 6,099 | |
2024 | 7,997 | |
2025 | 6,308 | |
2026 | 3,429 | |
2027 | 1,717 | |
Net carrying amount | $ 25,550 | $ 27,583 |
Commitment, Contingencies, and
Commitment, Contingencies, and Leases - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Commitments Contingencies And Leases [Line Items] | |||
Liability related to indemnification obligations | $ 0 | $ 0 | |
Operating lease, expiration year | 2028 | ||
Operating and short-term rent expense | $ 900,000 | $ 1,400,000 | |
Severance and other compensation charges to be paid | 3,600,000 | ||
Accrued restructuring charges | 200,000 | ||
Restructuring Charges | |||
Commitments Contingencies And Leases [Line Items] | |||
Additional compensation charges | 400,000 | ||
Impaired on right-of-use assets | $ 3,700 |
Commitment, Contingencies, an_2
Commitment, Contingencies, and Leases - Schedule of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments Contingencies And Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 901 | $ 1,326 |
Commitment, Contingencies, an_3
Commitment, Contingencies, and Leases - Schedule of Operating Lease Information (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Commitments Contingencies And Leases [Abstract] | ||
Weighted-average remaining lease-term | 4 years 1 month 6 days | 5 years 2 months 12 days |
Weighted-average discount rate | 5.38% | 5.41% |
Commitment, Contingencies, an_4
Commitment, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
2023 (April 1st through December 31st) | $ 2,306 |
2024 | 2,957 |
2025 | 2,775 |
2026 | 2,528 |
2027 | 2,133 |
Thereafter | 718 |
Total minimum lease payments | 13,417 |
Less imputed interest | (1,548) |
Total lease liabilities | $ 11,869 |
Other Liabilities - Components
Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Sales tax payable | $ 1,313 | $ 1,887 |
Payroll and payroll related expenses | 7,726 | 16,900 |
Acquisition related compensation | 28,892 | 24,743 |
Other | 4,385 | 4,914 |
Other current liabilities | $ 42,316 | $ 48,444 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Sep. 09, 2021 USD ($) $ / shares | Sep. 30, 2021 USD ($) Days $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Transaction costs attributable to issuance of notes | $ 7,011,000 | $ 7,503,000 | ||
0.25% Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt principal amount | $ 345,000,000 | |||
Debt instrument, interest rate | 0.25% | |||
Net proceeds from sale of convertible senior notes | $ 335,000,000 | |||
Debt instrument, frequency of periodic payment | semi-annually | |||
Debt instrument, payment terms | semi-annually in arrears on April 1 and October 1 of each year | |||
Debt instrument, maturity date | Oct. 01, 2026 | |||
Debt instrument, convertible trading days | Days | 20 | |||
Debt instrument, convertible consecutive trading days | Days | 30 | |||
Principal amount of each convertible note | $ 1,000 | |||
Conversion of debt to shares | shares | 13.6783 | |||
Debt instrument, principal amount converted | $ 1,000 | |||
Debt instrument, initial conversion price | $ / shares | $ 73.11 | |||
Debt instrument, effective interest rate | 0.84% | |||
Transaction costs attributable to issuance of notes | $ 10,000,000 | |||
0.25% Convertible Senior Notes Due 2026 | 2021 Capped Call Transactions | ||||
Debt Instrument [Line Items] | ||||
Net proceeds from notes used for capped call transactions | $ 35,600,000 | |||
Initial cap price of capped call transactions | $ / shares | 106.34 | |||
Percentage of premium of cap price over last reported sale price per common share | 100% | |||
Sale price of common stock per share | $ / shares | $ 53.17 | |||
0.25% Convertible Senior Notes Due 2026 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt principal amount | $ 150,000,000 | |||
0.25% Convertible Senior Notes Due 2026 | Minimum | 20 Trading Days Period | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, conversion price percentage | 130% | |||
0.25% Convertible Senior Notes Due 2026 | Maximum | 10 Trading Days Period | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, conversion price percentage | 98% |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal balance | $ 345,000 | $ 345,000 |
Unamortized issuance costs | (7,011) | (7,503) |
Carrying value, net | $ 337,989 | $ 337,497 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized Related to Notes (Details) - 0.25% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 216 | $ 221 |
Amortization of issuance costs | 493 | 488 |
Total | $ 709 | $ 709 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Class Of Stock [Line Items] | |
Stock options granted | shares | 661,378 |
Weighted average exercise price of stock options granted | $ / shares | $ 10.42 |
Fair value assumptions, expected term | 6 years 1 month 6 days |
Fair value assumptions, expected volatility rate | 67% |
Fair value assumptions, risk-free interest rate | 4.20% |
Fair value assumptions, expected dividend yield | 0% |
Restricted Stock Units | |
Class Of Stock [Line Items] | |
Awards granted to employees | shares | 1,522,237 |
Awards granted to employees, fair value per share | $ / shares | $ 10.42 |
Weighted-average requisite service period | 4 years |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 10,487 | $ 8,962 |
Cost of Revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,176 | 862 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 2,808 | 2,912 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 3,461 | 2,526 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,042 | $ 2,662 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (0.90%) | (0.31%) |
U.S. statutory tax rate | 21% | 21% |
Unrecognized Tax Benefits | $ 396 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) | Mar. 31, 2023 shares |
Series 2 Common Stock | |
Earnings Per Share Basic [Line Items] | |
Number of shares outstanding in Series 2 | 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 21,069 | 17,955 |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 6,008 | 6,307 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 6,784 | 4,094 |
Acquisition Related Compensation | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 3,558 | 2,835 |
Convertible Debt | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of diluted weighted-average shares outstanding | 4,719 | 4,719 |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Parenthetical) (Details) (Parenthetical) (Details) - Post-Acquisition Services - Feedonomics and B2B Ninja - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Businesses acquisition price | $ 33.8 | $ 33.8 |
Business combination contingent compensation | 1.5 | |
Business acquisition value settled with stock | $ 31.8 | $ 31.8 |
Business acquisition settled in share price | $ 8.94 | $ 8.74 |